Boone Kevin S. 4

4 · CSX CORP · Filed Jun 5, 2026

AI-generated summary of this filing

Updated Jun 5, 2026

CSX CFO Kevin Boone Exercises Options and Sells Shares

What Happened

Kevin S. Boone, Executive Vice President & CFO of CSX Corporation (CSX), exercised stock options to acquire a total of 136,708 shares (13,455 shares at an adjusted exercise price of $22.70 and 123,253 shares at an adjusted exercise price of $23.48), paying about $3.20M in exercise cost ($305,429 + $2,893,980). The same 136,708 shares were sold in the open market on June 3, 2026 for a weighted average price of $46.70, generating proceeds of approximately $6,384,264.
The filing shows the option-to-stock conversion (derivative entries at $0) and the subsequent open-market sale. This activity is effectively an exercise followed by immediate sale (cashless-style transaction).

Key Details

Transaction date: June 3, 2026; Form 4 filed June 5, 2026 (timely).
Option exercises: 13,455 shares @ $22.70 ($305,429) and 123,253 shares @ $23.48 ($2,893,980).
Open-market sale: 136,708 shares; weighted average sale price $46.70 (sale prices ranged $46.66–$46.74 per footnote) for total proceeds ≈ $6,384,264. Footnote F1: reporting person can provide breakdown of shares sold at each price within that range.
Shares owned after the transactions: not specified in the provided filing summary.
Relevant footnotes: F3–F6 explain adjusted exercise prices and share counts due to a June 28, 2021 3-for-1 stock split; F2 references holdings via the CSX Savings Thrift Plan trustee.

Context

For options: Boone exercised vested options and the resulting shares were sold shortly thereafter. This pattern is commonly used to cover exercise costs and tax obligations; it does not by itself indicate a change in insider sentiment.
The transactions include derivative conversion lines (zero-dollar disposals) that reflect the mechanics of exercising options into common stock prior to the open-market sale.

Form 4

Period: 2026-06-03

EVP & CFO

Transactions

Exercise/Conversion
Common Stock
2026-06-03$22.70/sh+13,455$305,429→ 222,077 total
Exercise/Conversion
Common Stock
2026-06-03$23.48/sh+123,253$2,893,980→ 345,330 total
Sale
Common Stock
[F1]
2026-06-03$46.70/sh−136,708$6,384,264→ 208,622 total
Exercise/Conversion
Option
[F3][F4]
2026-06-03−13,455→ 0 total
Exercise: $22.70From: 2022-02-06Exp: 2029-02-06→ Common Stock (13,455 underlying)
Exercise/Conversion
Option
[F5][F6]
2026-06-03−123,253→ 123,254 total
Exercise: $23.48From: 2022-12-04Exp: 2029-12-04→ Common Stock (123,253 underlying)

Holdings

Footnotes (6)

[F1]Weighted average price, as these shares were sold in multiple transactions at prices ranging from $46.66 to $46.74, inclusive. The Reporting Person undertakes to provide to CSX Corporation, any security holder of CSX Corporation, or the staff of the Securities and Exchange Commission, upon request, additional information regarding the number of shares sold at each separate price within the range set forth in this footnote.
[F2]By Trustee, CSX Corporation Savings Thrift Plan. The number reflects equivalent shares of cash value held in the CSX Stock Fund, which amounts will fluctuate dependent upon the daily net asset value of the fund.
[F3]The original exercise price of the option was $68.09. On June 28, 2021, the common stock of CSX Corporation split 3-for-1 resulting in an adjusted price of $22.70.
[F4]On June 28, 2021, the common stock of CSX Corporation split 3-for-1 resulting in an adjustment to the number of shares subject to the option from 4,485 shares to 13,455 shares.
[F5]The original exercise price of the option was $70.45. On June 28, 2021, the common stock of CSX Corporation split 3-for-1 resulting in an adjusted price of $23.48.
[F6]On June 28, 2021, the common stock of CSX Corporation split 3-for-1 resulting in an adjustment to the number of shares subject to the option from 82,169 shares to 246,507 shares.

Signature

Kacey Heekin-Luchin, Attorney-in-Fact|2026-06-05

1 file